Business & Corporate Law

Entity selection and formation handled start to finish — filed in the state that fits the business, not the default one. S-corp elections where the tax treatment fits. Entity conversions too: LLC to C-corp is the common one, usually because a raise is coming and the investors expect a corporation.

Then the documents that make the entity real. An operating agreement or bylaws setting management, distributions, and buyout rules. Ownership and equity arrangements written down, including vesting. Board structure, officer appointments, meeting requirements, and the consents and registers that belong in the record. Annual reports and the state filings that keep the entity in good standing.

For most operating businesses not taking institutional money, an LLC is simpler and taxed more flexibly. A corporation makes sense when you plan to take outside investment or issue employee stock options. The answer follows the plan, not the other way around.

Same with the state. If you expect institutional investors, Delaware is usually what they expect. For a local operating business without outside investors, the home state is often simpler and cheaper — a Delaware entity still has to register wherever it actually operates.

The liability shield only works if the paperwork and the housekeeping hold up. Sloppy formation is one of the first things a plaintiff, or an investor’s diligence team, will try to pierce.

Deliverables: formation filings · operating agreement or bylaws · documented ownership and vesting · the consents, registers, and records that make the entity real on paper.

Also handled: S-corp elections · LLC-to-corporation conversions · annual reports and good-standing filings · a business legal audit when the record has drifted from reality.

Drafting, review, and negotiation of the agreements a business runs on — master services agreements and the statements of work that hang off them, client terms, vendor and supply deals, NDAs, reseller and partner terms, and contractor paperwork. Contractor agreements, offer letters, confidentiality and invention-assignment terms, and restrictive covenants are always drafted for the company.

Three situations bring people here. Someone sent forty pages and a deadline. Your own agreement has not changed since you wrote it and is now signed by customers bigger than you were. Or nobody can find what you signed, which is a contract audit before it is a drafting job.

On the client side, the MSA sets the rules once and the SOW is the only thing that changes per engagement. Collapse the two into one document and every new project reopens the whole negotiation. On vendor and supply deals the questions split by which side you are on: buying, it is auto-renewal, price escalators, and what happens if the vendor fails; selling, it is exclusivity and what you just promised about volume.

Where contracts usually fail: a liability cap that does not do what you think, because the cap and the consequential-damages exclusion are two separate clauses and the contract has only one. Service levels copied from a template that become a breach the first month someone is out. No data terms at all, which surfaces during a customer’s security review. Auto-renewal with a notice window nobody tracks. Indemnity that runs one direction — usually the one that was not read closely.

You get the marked-up document and a plain-English note on what changed and why it matters. Not a list of clause numbers. A full redline is not always the right engagement — sometimes you only need to know where the real exposure sits and whether it is worth negotiating capital on. That is a smaller piece of work.

Technology and data agreements are handled on the technology pillar: SaaS agreements, software licensing, enterprise MSAs, and the data processing terms a customer’s security review will eventually ask for.

Also handled: reusable templates and negotiation playbooks for the contracts you sign often · a contract audit — one written pass over every agreement already in force, reporting auto-renewals, liability terms, and missing data provisions, delivered as a single report rather than one-off reviews.

SAFEs and convertible notes, priced rounds, term sheets, cap table management, and equity compensation. For owners who intend to still be running the company afterward.

Investment paperwork is unusual in that its consequences are deferred. A SAFE signed today does nothing visible for a year or two. It becomes real at the next round, when it converts, and by then the terms are settled history rather than something anyone is willing to reopen.

So the questions get answered before signature, and they are narrow. What does this convert into. What does it let the investor block. What does it oblige the company to do that it is not doing today.

Where investment paperwork bites: a valuation cap negotiated as a number and felt as a percentage, with nobody modeling the two together. Consent rights buried behind a friendly headline — permission needed to borrow, to hire above a salary line, or to sell. A board seat, which is not control and is also not nothing. Stacked instruments on different terms that nobody has modeled together. And a cap table that does not match what was promised, which is the single most common thing that has to be cleaned up before a real round can close.

A convertible note carries a maturity date, and maturity sometimes arrives before the next round does. What happens then — repayment, extension, conversion on terms nobody planned — is decided by language agreed at the start, so it gets read at the start.

Friends-and-family money does not make this informal. It makes the paperwork more important, because the relationship is what is at risk.

Closing is not the end of the work. Signed documents go into the record, the cap table gets updated, and the consents that should exist get taken. The next round’s diligence — and eventually a buyer’s — starts from exactly that file.

Stock sales, asset deals, and team acquisitions — letters of intent, diligence, negotiation, earnouts and escrows, and closing. On either side of the table the work is the same: know what the documents do before they are signed.

Structure decides what travels. An asset purchase lets a buyer take the business without taking its history; a stock sale takes both. And on a stock sale the seller signs representations and warranties they stand behind personally after closing, which is the part of the document most sellers read last and should read first.

Selling a company means having your own record read back to you by someone with a financial interest in what it does not say. The buyer is not looking for reasons to walk. They are looking for reasons to pay less, and the record supplies them.

What actually reprices a deal is ordinary and old. IP a contractor built and never assigned. A trademark that went unrenewed, a foreign qualification never filed. Change-of-control and anti-assignment clauses meaning a customer contract does not transfer, which in a services business can be most of the value. A corporate record that stopped matching reality — ownership as documented versus ownership as understood. Employment exposure carried across: misclassified contractors, unenforceable covenants, separations that never closed.

The letter of intent gets read carefully before it is signed. Parts of it bind you whatever the heading says — exclusivity in particular removes your leverage for the length of the deal.

Where buyer and seller disagree on value, an earnout bridges it — typically tied to revenue or profit over twelve to twenty-four months. What matters is whether the milestones are objective and whether the buyer can move them after closing. Escrow does the same job for the reps.

A banker and a lawyer do different jobs. The banker runs the process and pressures buyers; counsel decides what the documents commit you to. On smaller deals owners often skip the banker and negotiate directly, which works — it just makes the legal read of the letter of intent the only thing between you and a term you did not intend to give.

Preparing to sell starts earlier than feels necessary. The defects that move a price take months to cure and minutes to find — which is what a business legal audit is for.

Enterprise software client. Negotiated a six-figure on-premise software licensing agreement.

SaaS company, municipal clients. Advised on and negotiated SaaS agreements for services delivered to municipalities.

Maritime software, South Pacific. Advised on a software sales agreement for software used aboard commercial ships in the South Pacific.

Modeling agency, talent contracts. Advised on model engagement agreements on behalf of a modeling agency.

Prior results do not guarantee a similar outcome.

Business legal audit — one written pass across the entity records, contracts already in force, IP ownership, and employment paperwork, reporting what needs fixing and in what order. The unglamorous version of getting ready to raise or sell.

Outside general counsel — an ongoing relationship on a monthly retainer rather than discrete projects, for companies with enough legal questions that engaging per matter stops making sense.